FIRST SUPPLEMENTAL INDENTURE

                  Dated as of  March 23, 1998

                            between

                     INGERSOLL-RAND COMPANY

                           AS ISSUER

                              and

                      THE BANK OF NEW YORK

                           AS TRUSTEE


               
                       TABLE OF CONTENTS
                         
                                                                  Page

                      ARTICLE IDEFINITIONS                           1

SECTION 1.1.  Definition of Terms                                    1

                           ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES                       3

SECTION 2.1.  Designation and Principal Amount                       3
SECTION 2.2.  Maturity                                               3
SECTION 2.3.  Form and Payment                                       3
SECTION 2.4.  Global Debenture                                       3
SECTION 2.5.  Interest                                               4

                          ARTICLE III
REDEMPTION OF THE DEBENTURES                                         5

SECTION 3.1.  Tax Event Redemption                                   5
SECTION 3.2.  Redemption Procedure for Debentures                    5
SECTION 3.3.  No Sinking Fund                                        6
SECTION 3.4.  Option to Put Debentures upon a Failed Remarketing     6
SECTION 3.5.  Repurchase Procedure for Debentures                    6

                           ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD                                 6

SECTION 4.1.  Extension of Interest Payment Period                   6
SECTION 4.2.  Notice of Extension                                    7

                           ARTICLE V
EXPENSES                                                             8

SECTION 5.1.  Payment of Expenses                                    8
SECTION 5.2.  Payment Upon Resignation or Removal                    8

                           ARTICLE VI
NOTICE                                                               8

SECTION 6.1.  Notice by the Company                                  8

                          ARTICLE VII
FORM OF DEBENTURE                                                    9

SECTION 7.1.  Form of Debenture                                      9

                          ARTICLE VIII
ORIGINAL ISSUE OF DEBENTURES                                        17

SECTION 8.1.  Original Issue of Debentures                          17

                           ARTICLE IX
MISCELLANEOUS                                                       17

SECTION 9.1.  Ratification of Indenture                             17
SECTION 9.2.  Trustee Not Responsible for Recitals                  17
SECTION 9.3.  Governing Law                                         17
SECTION 9.4.  Separability                                          17
SECTION 9.5.  Counterparts.                                         17
SECTION 9.6.  Guarantee and Declaration                             18

                           ARTICLE X
REMARKETING                                                         18

SECTION 10.1.  Effectiveness of this Article.                       18
SECTION 10.2.  Remarketing Procedures.                              18


     FIRST  SUPPLEMENTAL INDENTURE, dated as of  March  23,  1998
(the  "First  Supplemental  Indenture"),  between  INGERSOLL-RAND
COMPANY, a corporation duly organized and existing under the laws
of  the State of New Jersey, (the "Company"), and The Bank of New
York, as trustee (the "Trustee").

     WHEREAS,  the  Company executed and delivered the  indenture
dated as of March 23, 1998 (the "Base Indenture"), to the Trustee
to  provide  for  the  future issuance of  the  Company's  senior
unsecured   debentures, notes or other evidence  of  indebtedness
(the "Securities"), to be issued from time to time in one or more
series  as  might  be determined by the Company  under  the  Base
Indenture;

     WHEREAS,  pursuant to the terms of the Base  Indenture,  the
Company desires to provide for the establishment of a new  series
of its Securities to be known as its 6.22% Debentures due May 16,
2003   (the  "Debentures"),  the  form  and  substance  of   such
Debentures and the terms, provisions and conditions thereof to be
set  forth  as  provided  in the Base Indenture  and  this  First
Supplemental Indenture (together, the "Indenture");

     WHEREAS,  Ingersoll-Rand Financing I, a  Delaware  statutory
business trust (the "Trust"), has offered to the public its 6.22%
Capital  Securities  (the  "Capital  Securities"),  representing,
undivided  beneficial ownership interests in the  assets  of  the
Trust,  and  proposes to invest the proceeds from such  offering,
together with the proceeds of the issuance and sale by the  Trust
to  the  Company  of  its  6.22% Common Securities  (the  "Common
Securities" and together with the Capital Securities, the  "Trust
Securities"), in the Debentures; and

     WHEREAS, the Company has requested that the Trustee  execute
and   deliver   this   First  Supplemental  Indenture   and   all
requirements necessary to make this First Supplemental  Indenture
a  valid instrument in accordance with its terms, and to make the
Debentures,  when  executed by the Company and authenticated  and
delivered  by the Trustee, the valid obligations of  the  Company
and all acts and things necessary have been done and performed to
make  this First Supplemental Indenture enforceable in accordance
with  its  terms, and the execution and delivery  of  this  First
Supplemental Indenture has been duly authorized in all respects:

     NOW   THEREFORE,  in  consideration  of  the  purchase   and
acceptance of the Debentures by the Holders thereof, and for  the
purpose of setting forth, as provided in the Indenture, the  form
and  substance  of the Debentures and the terms,  provisions  and
conditions  thereof, the Company covenants and  agrees  with  the
Trustee as follows:

                           ARTICLE I.

                          DEFINITIONS

SECTION I.1.   Definition of Terms.

     Unless the context otherwise requires:

     (a)   a  term defined in the Indenture has the same  meaning
when used in this First Supplemental Indenture;

     (b)   a  term  defined  anywhere in this First  Supplemental
Indenture has the same meaning throughout;

     (c)  the singular includes the plural and vice versa;

     (d)   headings are for convenience of reference only and  do
not affect interpretation;

     (e)  the following terms have the meanings given to them  in
the  Declaration: (i) Applicable Principal Amount; (ii)Authorized
Newspaper; (iii) Business Day; (iv) Clearing Agency; (v) Delaware
Trustee;  (vi)  DTC; (vii) FELINE PRIDES; (viii)  Growth  PRIDES;
(ix)  Income PRIDES; (x) Institutional Trustee;  (xi)  Investment
Company Event; (xii) Capital Security Certificate; (xiii) Pricing
Agreement;  (xiv)  Purchase  Agreement;  (xv)  Put  Option  (xvi)
Quotation  Agent;  (xvii)  Regular Trustees;  (xviii)  Redemption
Amount,  (xix) Reset Agent; (xx) Reset Announcement  Date;  (xxi)
Reset Spread;(xxii) Tax Event; (xxiii) Tax Event Redemption Date;
(xxvi)   Treasury  Portfolio  Purchase  Price;   (xxv)   Treasury
Portfolio;  and  (xxvi) Treasury Securities and (xxvii)  Two-Year
Benchmark Treasury.

      (f)  the following terms have the meanings given to them in
this Section 1.11(f):
     "Compounded  Interest" shall have the meaning set  forth  in
Section 4.1.

     "Coupon  Rate" shall have the meaning set forth  in  Section
2.5.

     "Custodial  Agent" means Chase Manhattan Bank, as  Custodial
Agent.

     "Debenture Repayment Price" shall have the meaning set forth
in Section 3.4.

     "Declaration" means the Amended and Restated Declaration  of
Trust   of  Ingersoll-Rand  Financing  I,  a  Delaware  statutory
business trust, dated as of March 23, 1998.

     "Deferred  Interest"  shall have the meaning  set  forth  in
Section 4.1 hereof.

     "Dissolution  Event"  means  that,  as  a  result   of   the
occurrence and continuation of a Tax Event, an Investment Company
Event  or  otherwise, the Trust is to be dissolved in  accordance
with  the  Declaration, and, except in the case of  a  Tax  Event
Redemption, the Debentures held by the Institutional Trustee  are
to  be  distributed to the holders of the Trust Securities issued
by the Trust pro rata in accordance with the Declaration.

     "Exchange Agent" means the Institutional Trustee.

     "Extended  Interest Payment Period" shall have  the  meaning
set forth in Section 4.1.

     "Failed  Remarketing" shall have the meaning  set  forth  in
Section 5.4(b) of the Purchase Contract Agreement.

     "Global  Debentures"  shall have the meaning  set  forth  in
Section 2.4.

     "Non  Book-Entry Capital Securities" shall have the  meaning
set forth in Section 2.4 .

     "Pledge  Agreement" means the Pledge Agreement dated  as  of
March  23,  1998,  among the Company, the Trust, Chase  Manhattan
Bank,  as  collateral agent and The Bank of New York, as purchase
contract agent.

     "Purchase Contract" shall have the meaning set forth in  the
Purchase Contract Agreement, dated as of  March 23, 1998, between
the Company and The Bank of New York, as purchase contract agent.

     "Purchase Contract Settlement Date" means May 16, 2001.

     "Remarketing  Agent"  means Merrill  Lynch  &  Co.,  Merrill
Lynch, Pierce, Fenner & Smith Incorporated.

     "Remarketing  Agreement"  means the  Remarketing  Agreement,
dated as of March 23, 1998, among the Company, the Trust, Merrill
Lynch  & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as  remarketing  agent  and The Bank of  New  York,  as  purchase
contract agent.

     "Remarketing Date" shall have the meaning set forth  in  the
Remarketing Agreement.

                           ARTICLE II
         GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION II.1.  Designation and Principal Amount.

     There is hereby authorized a series of Securities designated
the  6.22%  Debentures  (the "Debentures")  due   May  16,  2003,
limited  in  aggregate  principal amount to  $414,948,475,  which
amount  shall be as set forth in any written order of the Company
for  the  authentication and delivery of Debentures  pursuant  to
Section 303 of the Base Indenture.

SECTION II.2.  Maturity.  The Maturity Date will be May 16, 2003.

SECTION II.3.  Form and Payment.

     Except  as provided in Section 2.4, the Debentures shall  be
issued  in  fully  registered certificated form without  interest
coupons, bearing identical terms.  Principal and interest on  the
Debentures  issued  in  certificated form will  be  payable,  the
transfer  of  such  Debentures  will  be  registrable  and   such
Debentures will be exchangeable for Debentures bearing  identical
terms and provisions at the office or agency of the Institutional
Trustee; provided, however, that payment of interest may be  made
at  the  option of the Company by check mailed to the  Holder  at
such   address   as  shall  appear  in  the  Security   Register.
Notwithstanding  the  foregoing, so long as  the  Holder  of  any
Debentures  is  the  Institutional Trustee, the  payment  of  the
principal  of  and  interest (including Compounded  Interest  and
expenses and taxes of the Trust set forth in Section 4.1  hereof,
if any) on such Debentures held by the Institutional Trustee will
be made at such place and to such account as may be designated by
the Institutional Trustee.

SECTION II.4.  Global Debenture.

     (a)  In connection with a Dissolution Event,

          (i)   the  Debentures  in  certificated  form  may   be
presented to the Trustee by the Institutional Trustee in exchange
for a global Debenture in an aggregate principal amount equal  to
the aggregate principal amount of all  outstanding Debentures  (a
"Global Debenture"), to be registered in the name of the Clearing
Agency,  or  its  nominee,  and delivered  by  the  Institutional
Trustee  to the Clearing Agency for crediting to the accounts  of
its  participants  pursuant to the instructions  of  the  Regular
Trustees.  The Company upon any such  presentation shall  execute
a Global Debenture in such aggregate principal amount and deliver
the  same  to  the  Trustee for authentication  and  delivery  in
accordance with the Indenture.  Payments on the Debentures issued
as a Global Debenture will be made to the Clearing Agency; and

          (ii)   if any Capital Securities are held in non  book-
entry certificated form, the Debentures in certificated form  may
be  presented to the Trustee by the Institutional Trustee and any
Capital  Security Certificate which represents Capital Securities
other than Capital Securities held by the  Clearing Agency or its
nominee ("Non Book-Entry Capital Securities") will  be deemed  to
represent beneficial interests in the Debentures presented to the
Trustee   by  the  Institutional  Trustee  having  an   aggregate
principal amount equal to the aggregate liquidation amount of the
Non  Book-Entry  Capital Securities until such  Capital  Security
Certificates are presented to the Security Registrar for transfer
or  reissuance  at which time such Capital Security  Certificates
will be cancelled and a Debenture, registered in the name of  the
holder  of the Capital Security Certificate or the transferee  of
the  holder of such Capital Security Certificate, as the case may
be,  with   an aggregate principal amount equal to the  aggregate
liquidation   amount   of   the  Capital   Security   Certificate
cancelled, will be executed by the Company  and delivered to  the
Trustee  for authentication and delivery in accordance  with  the
Indenture   to  such  holder.   On  issue  of  such   Debentures,
Debentures  with  an equivalent aggregate principal  amount  that
were   presented by the Institutional Trustee to the Trustee will
be deemed to have been cancelled.

     (b)  Unless and until it is exchanged for the Debentures  in
registered form, a Global Debenture may be transferred, in  whole
but  not in part, only to another nominee of the Clearing Agency,
or  to  a successor Clearing Agency selected or approved  by  the
Company or to a nominee of such successor Clearing Agency.

     (c)  If at any time the Clearing Agency notifies the Company
that  it is unwilling or unable to continue as a Clearing  Agency
or  if  at any time the Clearing Agency for such series shall  no
longer  be  registered or in good standing under  the  Securities
Exchange Act of 1934, as amended, or other applicable statute  or
regulation,  and a successor Clearing Agency for such  series  is
not  appointed  by the Company within 90 days after  the  Company
receives such notice or becomes aware of such condition,  as  the
case  may  be, the Company will execute, and, subject to  Article
III  of the Indenture, the Trustee, upon written notice from  the
Company,   will  authenticate  and  deliver  the  Debentures   in
definitive   registered  form  without  coupons,  in   authorized
denominations, and in an aggregate principal amount equal to  the
principal  amount  of the Global Debenture in exchange  for  such
Global  Debenture.   In addition, the Company  may  at  any  time
determine that the Debentures shall no longer be represented by a
Global  Debenture.   In such event the Company will execute,  and
subject  to Section 3.3 of the Base Indenture, the Trustee,  upon
receipt of an Officer's Certificate evidencing such determination
by  the Company, will authenticate and deliver the Debentures  in
definitive   registered  form  without  coupons,  in   authorized
denominations, and in an aggregate principal amount equal to  the
principal  amount  of the Global Debenture in exchange  for  such
Global  Debenture. Upon the exchange of the Global Debenture  for
such Debentures in definitive registered form without coupons, in
authorized denominations, the Global Debenture shall be cancelled
by  the  Trustee.  Such Debentures in definitive registered  form
issued  in  exchange for the Global Debenture shall be registered
in  such  names  and  in  such authorized  denominations  as  the
Clearing  Agency,  pursuant to instructions from  its  direct  or
indirect  participants or otherwise, shall instruct the  Trustee.
The  Trustee shall deliver such Securities to the Clearing Agency
for delivery to the Persons in whose names such Securities are so
registered.

SECTION II.5.  Interest.

     (a)  Each Debenture will bear interest initially at the rate
of  6.22% per annum (the "Coupon Rate") from the original date of
issuance  until  May 15, 2001, and at the Reset  Rate  thereafter
until  the principal thereof becomes due and payable, and on  any
overdue  principal  and  (to  the extent  that  payment  of  such
interest  is  enforceable under applicable law)  on  any  overdue
installment of interest at the Coupon Rate until May 15, 2001 and
at  the  Reset  Rate  thereafter, compounded  quarterly,  payable
(subject  to  the provisions of Article IV herein)  quarterly  in
arrears  on  February 16, May 16, August 16 and November  16   of
each  year (each, an "Interest Payment Date") commencing  on  May
16,  1998,  to  the  Person in whose name such Debenture  or  any
predecessor Debenture is registered, at the close of business  on
the Regular Record Date for such interest installment, which,  in
respect  of (i) Debentures of which the Institutional Trustee  is
the Holder and the Capital Securities are in book-entry only form
or (ii) a Global Debenture, shall be the close of business on the
Business   Day   next  preceding  that  Interest  Payment   Date.
Notwithstanding the foregoing sentence, if (i) the Debentures are
held by the Institutional Trustee and the Capital Securities  are
no  longer in book-entry only form or (ii) the Debentures are not
represented  by  a  Global Debenture, the Company  may  select  a
Regular Record Date for such interest installment which shall  be
more  than one Business Day but less than 60 Business Days  prior
to an Interest Payment Date.

     (b)   The Coupon Rate on the Debentures will be reset on the
third  Business  Day immediately preceding the Purchase  Contract
Settlement  Date to the Reset Rate (which Reset Rate will  become
effective  on  and after the Purchase Contract Settlement  Date).
On the tenth (10) Business Day immediately preceding the Purchase
Contract Settlement Date, the Reset Announcement Date, the  Reset
Spread  and  the  relevant Two-Year Benchmark  Treasury  will  be
announced  by  the  Company.   On the  Business  Day  immediately
following such Reset Announcement Date, the Holders of Debentures
will  be  notified  of such Reset Spread and  Two-Year  Benchmark
Treasury by the Company.  Such notice shall be sufficiently given
to  such  Holders  of Debentures if published  in  an  Authorized
Newspaper.

     (c)   Not  later than seven calendar days nor more  than  15
calendar days immediately preceding the Reset Announcement  Date,
the  Company will request that the Clearing Agency or its nominee
(or  any  successor  Clearing  Agency  or  its  nominee)  or  the
Institutional Trustee, notify the Holders of Debentures  of  such
Reset Announcement Date and the procedures to be followed by such
holders  of  Debentures wishing to settle  the  related  Purchase
Contract  with  separate  cash on the  Business  Day  immediately
preceding the Purchase Contract Settlement Date.

     (d)   The amount of interest payable for any period will  be
computed  on  the  basis of a 360-day year consisting  of  twelve
30-day months.  Except as provided in the following sentence, the
amount  of  interest payable for any period shorter than  a  full
quarterly period for which interest is computed, will be computed
on  the  basis  of the actual number of days elapsed  in  such  a
90-day  period.  In the event that any date on which interest  is
payable on the Debentures is not a Business Day, then payment  of
interest payable on such date will be made on the next succeeding
day  which is a Business Day (and without any interest  or  other
payment  in  respect  of any such delay), except  that,  if  such
Business  Day  is  in  the next succeeding  calendar  year,  such
payment shall be made on the immediately preceding Business  Day,
in  each  case with the same force and effect as if made on  such
date.

                          ARTICLE III
                  REDEMPTION OF THE DEBENTURES

SECTION III.1. Tax Event Redemption.
     
     If  a  Tax Event shall occur and be continuing, the  Company
may,  at its option, redeem the Debentures in whole (but  not  in
part)  at  any time at a Redemption Price per Debenture equal  to
the  Redemption Amount plus accrued and unpaid interest  thereon,
including Compounded Interest and the expenses and taxes  of  the
Trust  set  forth in Section 4.1 hereof, if any, to the  date  of
such redemption (the "Tax Event Redemption Date").  If, following
the  occurrence of a Tax Event, the Company exercises its  option
to  redeem  the Debentures, then the proceeds of such redemption,
if distributed to the Institutional Trustee as the sole Holder of
such Debentures, will be applied by the Institutional Trustee  to
redeem  Trust  Securities having an aggregate liquidation  amount
equal  to  the  aggregate principal amount of the  Debentures  so
redeemed,  at the Redemption Price.  If, following the occurrence
of  a  Tax Event prior to the Purchase Contract Settlement  Date,
the  Company  exercises its option to redeem the Debentures,  the
Company  shall  appoint  the  Quotation  Agent  to  assemble  the
Treasury  Portfolio in consultation with the Company.  Notice  of
any  redemption will be mailed at least 30 days but not more than
60  days  before the Tax Event Redemption Date to each registered
Holder of the Debentures to be prepaid at its registered address.
Unless  the Company defaults in payment of the Redemption  Price,
on  and  after the redemption date interest shall cease to accrue
on such Debentures.

SECTION III.2.  Redemption Procedure for Debentures.

     Payment of the Redemption Price to each Holder of Debentures
shall be made by the  Paying Agent, no later than 12:00 noon, New
York  City  time, on the Tax Event Redemption Date, by  check  or
wire transfer in immediately available funds at such place and to
such  account  as  may  be  designated by  each  such  Holder  of
Debentures, including the Institutional Trustee or the Collateral
Agent,  as  the  case may be.  If the Trustee  holds  immediately
available  funds sufficient to pay the Redemption  Price  of  the
Debentures (or, if the Company is acting as Paying Agent  or  the
Institutional  Trustee has received the Redemption Price),  then,
on  such Tax Event Redemption Date, such Debentures will cease to
be outstanding and interest thereon will cease to accrue, whether
or not such Debentures have been received by the Company, and all
other  rights  of  the Holder in respect of the Debentures  shall
terminate  and  lapse  (other  than  the  right  to  receive  the
Redemption  Price  upon delivery of such Debentures  but  without
interest on such Redemption Price).

SECTION III.3. No Sinking Fund.

     The  Debentures  are  not entitled to  the  benefit  of  any
sinking fund.

SECTION   III.4.  Option  to  Put  Debentures   upon   a   Failed
Remarketing.

     If  a Failed Remarketing (as described in Section 5.4(b)  of
the  Purchase  Contract  Agreement  and  incorporated  herein  by
reference) has occurred, each holder of Securities who holds such
Securities on the day immediately following the Purchase Contract
Settlement Date, shall, upon at least three Business Days'  prior
notice,  have  the right (the "Put Option") on the  Business  Day
immediately  following  May 16, 2001, to  require  the  Trust  to
distribute  their pro rata share of Debentures  to  the  Exchange
Agent  and  to require the Exchange Agent to put such Debentures,
on  behalf  of  such  holders on June 1, 2001  (the  "Put  Option
Exercise Date") at a repayment price of $25 per Security plus  an
amount  equal to the accrued and unpaid Distributions  (including
deferred  distributions, if any) thereon to the date  of  payment
(the "Debenture Repayment Price").

SECTION III.5. Repurchase Procedure for Debentures.

          (a)   In order for the Debentures to be repurchased  on
the  Put  Option Exercise Date, the Company must  receive  on  or
prior  to 5:00 p.m. New York City time on the third Business  Day
immediately  preceding  the  Put Option  Exercise  Date,  at  the
principal   executive  offices  of  Ingersoll-Rand   Company   in
Woodcliff Lake, New Jersey, the Debentures to be repurchased with
the  form entitled "Option to Elect Repayment" on the reverse  of
or  otherwise  accompanying such Debentures duly completed.   Any
such  notice  received by the Trustee shall be irrevocable.   All
questions as to the validity, eligibility (including time  of  re
ceipt)  and acceptance of the Debentures for repayment  shall  be
determined by the Company, whose determination shall be final and
binding.
          (b)   Payment of the Debenture Repayment Price  to  the
Exchange Agent shall be made through the Trustee, subject to  the
Trustee's receipt of payment from the Company in accordance  with
the  terms  of  the Indenture either through the Trustee  or  the
Company  acting  as Paying Agent, no later than 12:00  noon,  New
York  City time, on the Put Option Exercise Date, and to such  ac
count as may be designated by the Exchange Agent.  If the Trustee
holds immediately available funds sufficient to pay the Debenture
Repayment Price of the Debentures presented for repayment (or, if
the  Company  is  acting  as Paying Agent and  the  Institutional
Trustee  has  received  the  Debenture  Repayment  Price),  then,
immediately  prior to the close of business on the  Business  Day
immediately  preceding  the  Put  Option  Exercise   Date,   such
Debentures will cease to be outstanding and interest thereon will
cease  to  accrue,  whether  or not  such  Debentures  have  been
received  by the Company, and all other rights of the  Holder  in
respect  of  the  Debentures, including  the  Holder's  right  to
require the Company to repay such Debentures, shall terminate and
lapse  (other  than the right to receive the Debenture  Repayment
Price  upon  delivery of such Debentures but without interest  on
such  Debenture  Repayment Price).  Neither the Trustee  nor  the
Company  will  be required to register or cease to be  registered
the  transfer of any Debenture for which repayment has been elect
ed.

                           ARTICLE IV
              EXTENSION OF INTEREST PAYMENT PERIOD

SECTION IV.1.  Extension of Interest Payment Period.

     The  Company shall have the right at any time, and from time
to  time, during the term of the Debentures, to defer payments of
interest  by  extending  the  interest  payment  period  of  such
Debentures  for a period not extending, in the aggregate,  beyond
the  Maturity  Date  of  the Debentures (the  "Extended  Interest
Payment  Period"), during which Extended Interest Payment  Period
no interest shall be due and payable.  To the extent permitted by
applicable law, interest, the payment of which has been  deferred
because  of the extension of the interest payment period pursuant
to  this  Section 4.1, will bear interest thereon at the rate  of
6.22%  until  May  15,  2001, and at the  Reset  Rate  thereafter
compounded  quarterly for each quarter of the  Extended  Interest
Payment  Period  ("Compounded Interest").   At  the  end  of  the
Extended  Interest  Payment Period, the  Company  shall  pay  all
interest  accrued  and  unpaid on the Debentures,  including  any
expenses  and taxes of the Trust set forth in Section 5.1  hereof
and  Compounded  Interest  (together, "Deferred  Interest")  that
shall  be payable to the Holders of the Debentures in whose names
the  Debentures  are registered in the Security Register  on  the
first  record date after the end of the Extended Interest Payment
Period; provided, however, that during any such Extended Interest
Payment  Period,  (a)  the  Company  shall  not  declare  or  pay
dividends on or make any distribution with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect  to,
any   of   its  capital  stock  (other  than  (i)  purchases   or
acquisitions  of capital stock of the Company in connection  with
the  satisfaction  by  the Company of its obligations  under  any
employee benefit plans or the satisfaction by the Company of  its
obligations  pursuant to any contract or security outstanding  on
the  date of such event requiring the Company to purchase capital
stock  of the Company, (ii) as a result of a reclassification  of
the  Company's capital stock or the exchange or conversion of one
class  or series of the Company's capital stock for another class
or  series  of the Company capital stock, (iii) the  purchase  of
fractional  interests  in shares of the Company's  capital  stock
pursuant to the conversion or exchange provisions of such capital
stock  or  the  security  being  converted  or  exchanged,   (iv)
dividends  or distributions in capital stock of the  Company  (or
rights to acquire capital stock) or repurchases or redemptions of
capital  stock  solely from the issuance or exchange  of  capital
stock or (v) redemptions or repurchases of any rights outstanding
under a shareholder rights plan or the declaration thereunder  of
a  dividend of rights in the future), (b) the Company  shall  not
make any payment of interest, principal or premium, if any, on or
repay,  repurchase or redeem any debt securities  issued  by  the
Company  that rank junior to the Debentures, and (c) the  Company
shall  not  make  any  guarantee payments  with  respect  to  the
foregoing (other than payments pursuant to the Guarantee).  Prior
to  the termination of any Extended Interest Payment Period,  the
Company may further extend such period, provided that such period
together  with  all such previous and further extensions  thereof
shall  not  extend  beyond the Maturity Date of  the  Debentures.
Upon the termination of any Extended Interest Payment Period  and
the  payment  of all Deferred Interest then due, the Company  may
commence a new Extended Interest Payment Period, subject  to  the
foregoing  requirements.  No interest shall be  due  and  payable
during  an  Extended Interest Payment Period, except at  the  end
thereof,  but  the  Company, at its option,  may  prepay  on  any
Interest Payment Date all or any portion of the interest  accrued
during  the then elapsed portion of an Extended Interest  Payment
Period.

SECTION IV.2.  Notice of Extension.

     (a)   If  the  Institutional Trustee is the only  registered
Holder  of  the  Debentures at the time the  Company  selects  an
Extended Interest Payment Period, the Company shall give  written
notice to the Regular Trustees, the Institutional Trustee and the
Trustee of its selection of such Extended Interest Payment Period
one  Business  Day before the earlier of (i) the next  succeeding
date on which Distributions on the Trust Securities issued by the
Trust are payable, or (ii) the date the Trust is required to give
notice  of  the  record date, or the date such Distributions  are
payable,  to  the  New  York Stock Exchange or  other  applicable
self-regulatory  organization  or  to  holders  of  the   Capital
Securities  issued by the Trust, but in any event  at  least  one
Business Day before such record date.

     (b)  If the Institutional Trustee is not the only Holder  of
the  Debentures  at  the  time the Company  selects  an  Extended
Interest  Payment Period, the Company shall give the  Holders  of
the Debentures and the Trustee written notice of its selection of
such  Extended Interest Payment Period at least 10 Business  Days
before  the  earlier of (i) the next succeeding Interest  Payment
Date, or (ii) the date the Company is required to give notice  of
the  record or payment date of such interest payment to  the  New
York   Stock   Exchange   or  other  applicable   self-regulatory
organization or to Holders of the Debentures.

                           ARTICLE V
                            EXPENSES

SECTION V.1.   Payment of Expenses.

     In  connection with the offering, sale and issuance  of  the
Debentures  to  the Institutional Trustee and in connection  with
the sale  of the Trust Securities by the Trust, the Company,  in
its capacity as borrower with respect to the Debentures,  shall:
(a)  pay  all costs and expenses relating to the offering,  sale
and issuance  of  the Debentures, including commissions  to  the
underwriters  payable pursuant to the Underwriting Agreement  and
the Pricing Agreement and compensation of the Trustee under  the
Indenture in accordance with the provisions of Section 607 of the
Base Indenture;

     (b)   pay all costs and expenses of the Trust including, but
not  limited  to, costs and expenses relating to the organization
of  the  Trust,  the  offering, sale and issuance  of  the  Trust
Securities   (including  commissions  to  the   underwriters   in
connection therewith), the fees and expenses of the Institutional
Trustee and the Delaware Trustee, the costs and expenses relating
to  the  operation  of  the Trust, including without  limitation,
costs  and  expenses  of accountants, attorneys,  statistical  or
bookkeeping  services, expenses for printing  and  engraving  and
computing or accounting equipment, paying agent(s), registrar(s),
transfer  agent(s), duplicating, travel and telephone  and  other
telecommunications  expenses and costs and expenses  incurred  in
connection  with the acquisition, financing, and  disposition  of
Trust assets) to which the Trust might become subject;

     (c)  be primarily liable for any indemnification obligations
arising with respect to the Declaration; and

     (d)   pay  any  and  all  taxes (other  than  United  States
withholding  taxes attributable to the Trust or its  assets)  and
all liabilities, costs and expenses with respect to such taxes of
the Trust.

SECTION V.2.   Payment Upon Resignation or Removal.

     Upon termination of this First Supplemental Indenture or the
Base Indenture or the removal or resignation of the Trustee,  the
Company shall pay to the Trustee all amounts accrued to the  date
of  such termination, removal or resignation. Upon termination of
the  Declaration  or the removal or resignation of  the  Delaware
Trustee  or  the Institutional Trustee, as the case may  be,  the
Company  shall  pay to the Delaware Trustee or the  Institutional
Trustee, as the case may be, all amounts accrued to the  date  of
such termination, removal or resignation.
                                
                           ARTICLE VI
                             NOTICE
                                
SECTION VI.1.  Notice by the Company.

     The   Company  shall  give  prompt  written  notice   to   a
Responsible  Officer  of the Trustee of any  fact  known  to  the
Company  that would prohibit the making of any payment of  monies
to or by the Trustee in respect of the Debentures pursuant to the
provisions  of  this  Article  VI.  Notwithstanding  any  of  the
provisions  of  the  Base Indenture and this  First  Supplemental
Indenture, the Trustee shall not be charged with knowledge of the
existence  of  any facts that would prohibit the  making  of  any
payment  of  monies  to  or  by the Trustee  in  respect  of  the
Debentures  pursuant  to the provisions of  the  Base  Indenture;
provided,  however, that if the Trustee shall not  have  received
the  notice provided for in this Article VI at least two Business
Days  prior to the date upon which by the terms hereof any  money
may   become   payable   for  any  purpose  (including,   without
limitation, the payment of the principal of (or premium, if  any)
or interest on any Debenture), then, anything herein contained to
the  contrary notwithstanding, the Trustee shall have full  power
and  authority to receive such money and to apply the same to the
purposes  for which they were received, and shall not be affected
by  any  notice to the contrary that may be received by it within
two Business Days prior to such date.

                          ARTICLE VII
                       FORM OF DEBENTURE

SECTION VII.1. Form of Debenture.
     
     The Debentures and the Trustee's  Certificate of
Authentication to be endorsed thereon are to be substantially  in
the following forms:
     
                  (FORM OF FACE OF DEBENTURE)
     
     [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - THIS
DEBENTURE  IS  A  GLOBAL  DEBENTURE WITHIN  THE  MEANING  OF  THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN  THE  NAME
OF THE CLEARING AGENCY OR A NOMINEE OR THE CLEARING AGENCY.  THIS
DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN  THE  NAME
OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN
THE  LIMITED  CIRCUMSTANCES DESCRIBED IN THE  INDENTURE,  AND  NO
TRANSFER  OF  THIS  DEBENTURE (OTHER  THAN  A  TRANSFER  OF  THIS
DEBENTURE AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE  OF  THE
CLEARING  AGENCY OR BY A NOMINEE OF THE CLEARING  AGENCY  TO  THE
CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.]

     UNLESS   THIS  DEBENTURE  IS  PRESENTED  BY  AN   AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER  STREET,
NEW  YORK,  NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF  TRANSFER,  EXCHANGE OR PAYMENT AND ANY  DEBENTURE  ISSUED  IS
REGISTERED  IN  THE  NAME OF CEDE & CO. OR  SUCH  OTHER  NAME  AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY  AND  ANY  PAYMENT HEREON IS MADE  TO  CEDE  &  CO.,  ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY  A
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]

No.__________________________________
$  __________________________________

                     INGERSOLL-RAND COMPANY
                         6.22% DEBENTURE
                        DUE May 16, 2003
     
     INGERSOLL-RAND  COMPANY,  a  New  Jersey  corporation   (the
"Company",  which  term includes any successor corporation  under
the  Indenture  hereinafter referred  to),  for  value  received,
hereby promises to pay to______________________________,  the
principal sum of _______________________________________________
($______________)  on  May  16, 2003 (such  date  is  hereinafter
referred to as the "Maturity Date"), and to pay interest on  said
principal  sum  from  March 23, 1998, or  from  the  most  recent
interest  payment  date  (each such date,  an  "Interest  Payment
Date")  to  which  interest has been paid or duly  provided  for,
quarterly (subject to deferral as set forth herein) in arrears on
February  16,  May 16, August 16 and November 16  of  each  year,
commencing  on May 16, 1998, initially at the rate of  6.22%  per
annum  until May 15, 2001, and at the Reset Rate thereafter until
the  principal hereof shall have become due and payable,  and  on
any   overdue  principal  and  premium,  if  any,  and   (without
duplication  and to the extent that payment of such  interest  is
enforceable  under applicable law) on any overdue installment  of
interest  at  the rate of 6.22% until May 15, 2001,  and  at  the
Reset  Date thereafter, compounded quarterly.  The interest  rate
will be reset on the third business day preceding May 16, 2001 to
the Reset Rate (as determined by the Reset Agent).  The amount of
interest  payable on any Interest Payment Date shall be  computed
on  the  basis  of  a 360-day year consisting  of  twelve  30-day
months.  In the event that any date on which interest is  payable
on this Debenture is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that
is  a Business Day (and without any interest or other payment  in
respect of any such delay), except that, if such Business Day  is
in  the next succeeding calendar year, such payment shall be made
on  the immediately preceding Business Day, in each case with the
same  force  and  effect as if made on such date.   The  interest
installment so payable, and punctually paid or duly provided for,
on  any Interest Payment Date will, as provided in the Indenture,
be  paid  to the person in whose name this Debenture (or  one  or
more  Predecessor  Securities, as defined in said  Indenture)  is
registered  at the close of business on the regular  record  date
for  such  interest installment which in the  case  of  a  Global
Debenture shall be the close of business on the business day next
preceding  such  Interest  Payment Date;  provided,  however,  if
pursuant  to  the  terms of the Indenture the Debentures  are  no
longer  represented by a Global Debenture, the Company may select
such  regular  record  date for such interest  installment  which
shall  be  more than one Business Day but less than  60  Business
Days  prior  to  an  Interest Payment Date.   Any  such  interest
installment  not  punctually  paid or  duly  provided  for  shall
forthwith cease to be payable to the registered Holders  on  such
regular  record date and may be paid to the Person in whose  name
this  Debenture  (or  one  or  more  Predecessor  Securities)  is
registered at the close of business on a special record  date  to
be  fixed  by  the  Trustee  for the payment  of  such  defaulted
interest, notice whereof shall be given to the registered Holders
of  this series of Debentures not less than 10 days prior to such
special  record  date, or may be paid at any time  in  any  other
lawful  manner  not  inconsistent with the  requirements  of  any
securities  exchange on which the Debentures may be  listed,  and
upon  such notice as may be required by such exchange all as more
fully  provided in the Indenture.  The principal of (and premium,
if  any)  and the interest on this Debenture shall be payable  at
the  office or agency of the Trustee maintained for that  purpose
in  any coin or currency of the United States of America that  at
the  time  of payment is legal tender for payment of  public  and
private debts; provided, however, that payment of interest may be
made  at  the  option  of  the Company by  check  mailed  to  the
registered  Holders  at  such address  as  shall  appear  in  the
Security Register or by wire transfer to an account appropriately
designated by the Holders entitled thereto.  Notwithstanding  the
foregoing,  so  long  as  the Holder of  this  Debenture  is  the
Institutional Trustee or the Collateral Agent, the payment of the
principal of (and premium, if any) and interest on this Debenture
will  be  made  at  such  place and to such  account  as  may  be
designated  in  writing  by  the  Institutional  Trustee  or  the
Collateral Agent.

     The  indebtedness  evidenced by this Debenture  is,  to  the
extent  provided in the Indenture, senior and unsecured and  will
rank  in  right  of  payment  on parity  with  all  other  senior
unsecured obligations of the Company.

     This  Debenture shall not be entitled to any  benefit  under
the  Indenture  hereinafter  referred  to,  be  valid  or  become
obligatory   for   any   purpose   until   the   Certificate   of
Authentication hereon shall have been signed by or on  behalf  of
the Trustee.

     The  provisions  of  this Debenture  are  continued  on  the
reverse  side hereof and such continued provisions shall for  all
purposes have the same effect as though fully set forth  at  this
place.
     
     IN  WITNESS  WHEREOF, the Company has caused this instrument
to be executed.

Dated: March 23, 1998
                              INGERSOLL-RAND COMPANY

                              By: __________________________
                                       Name:
                                       Title:
                          
                                     By: ____________________
                                       Name:
                                       Title:
                          
Attest:

By: _________________________________________________________
 Name:
 Title:
                 CERTIFICATE OF AUTHENTICATION

This  is  one  of  the  Debentures of the  series  of  Debentures
described in the within-mentioned Indenture.

Dated ______________________________________________________

The Bank of New York
 as Trustee

By ________________________________________________________
 Authorized Signatory


                 (FORM OF REVERSE OF DEBENTURE)

 This  Debenture is one of a duly authorized series of Securities
of   the   Company   (herein  sometimes  referred   to   as   the
"Securities"), specified in the Indenture, all issued  or  to  be
issued  in  one or more series under and pursuant to an Indenture
dated  as of March 23, 1998 (the "Base Indenture"), duly executed
and  delivered between the Company and  The Bank of New York,  as
Trustee  (the "Trustee") (as supplemented by a First Supplemental
Indenture,  dated  March 23, 1998), (the  Base  Indenture  as  so
supplemented,  the  "Indenture"),  to  which  Indenture  and  all
indentures  supplemental thereto reference is hereby made  for  a
description  of  the rights, limitations of rights,  obligations,
duties and immunities thereunder of the Trustee, the Company  and
the  Holders  of the Securities.  By the terms of the  Indenture,
the Securities are issuable in series that may vary as to amount,
date  of  maturity,  rate of interest and in  other  respects  as
provided in the Indenture.  This series of Securities is  limited
in   aggregate  principal  amount  as  specified  in  said  First
Supplemental Indenture.

 If  a  Tax Event shall occur and be continuing, the Company may,
at  its  option, redeem Debentures in whole (but not in part)  at
any  time  at  a  Redemption Price per  Debenture  equal  to  the
Redemption  Amount  plus  accrued and  unpaid  interest  thereon,
including Compounded Interest and expenses and taxes of the Trust
(each  as  defined  herein), if any, to the Tax Event  Redemption
Date.   The Redemption Price shall be paid to each Holder of  the
Debenture by the Company, no later than 12:00 noon, New York City
time, on the Tax Event Redemption Date, by check or wire transfer
in immediately available funds, at such place and to such account
as may be designated by each such Holder.

 The  Debentures are not entitled to the benefit of  any  sinking
fund.

 If  a Failed Remarketing (as described in Section 5.4(b) of  the
Purchase Contract Agreement and incorporated herein by reference)
has occurred, each holder of Securities who holds such Securities
on the day immediately following The Purchase Contract Settlement
Date,  shall,  upon at least three Business Days'  prior  notice,
have the right (the "Put Option") on the Business Day immediately
following May 16, 2001, to require the Trust to distribute  their
pro rata share of Debentures to the Exchange Agent and to require
the  Exchange  Agent to put such Debentures, on  behalf  of  such
holders  on  June 1, 2001 (the "Put Option Exercise Date")  at  a
repayment price of $25 per Security plus an amount equal  to  the
accrued    and    unpaid   Distributions   (including    deferred
distributions,  if  any)  thereon to the  date  of  payment  (the
"Debenture Repayment Price").

 In  order  for the Debentures to be so repurchased, the  Company
must receive, on or prior to 5:00 p.m. New York City Time on  the
third  Business Day immediately preceding the Put Option Exercise
Date,  at  the  principal  executive  offices  of  Ingersoll-Rand
Company  in  Woodcliff  Lake, New Jersey, the  Debentures  to  be
repurchased with the form entitled "Option to Elect Repayment" on
the  reverse  of  or otherwise accompanying such Debentures  duly
completed.   Any  such notice received by the  Trustee  shall  be
irrevocable.   All  questions  as to  the  validity,  eligibility
(including time of receipt) and acceptance of the Debentures  for
repayment shall be determined by the Company, whose determination
shall  be  final  and  binding.  The  payment  of  the  Debenture
Repayment  Price  in respect of such Debentures  shall  be  made,
either through the Trustee or the Company acting as Paying Agent,
no  later than 12:00 noon, New York City time, on the Put  Option
Exercise Date.

 In  case an Event of Default, as defined in the Indenture, shall
have  occurred  and be continuing, the principal of  all  of  the
Debentures  may  be  declared, and upon  such  declaration  shall
become,  due  and  payable, in the manner, with  the  effect  and
subject  to  the  conditions  provided  in  the  Indenture.   The
Indenture  contains  provisions permitting the  Company  and  the
Trustee,  with  the consent of the Holders of  not  less  than  a
majority in aggregate principal amount of the Debentures of  each
series  affected  at  the time outstanding,  as  defined  in  the
Indenture, to execute supplemental indentures for the purpose of,
among  other  things, adding any provisions  to  or  changing  or
eliminating  any  of the provisions of the Indenture  or  of  any
supplemental indenture or of modifying the rights of the  Holders
of  the  Debentures; provided, however, that, among other things,
no  such  supplemental indenture shall (i) reduce  the  principal
amount  thereof, or reduce the rate or extend the time of payment
of interest thereon (subject to the Company's right to defer such
payments  in the manner set forth herein), or reduce any  premium
payable upon the redemption thereof, without the consent  of  the
Holder  of  each  Debenture  so  affected,  or  (ii)  reduce  the
aforesaid  percentage  of Debentures, the Holders  of  which  are
required  to consent to any such supplemental indenture,  without
the  consent  of  the Holders of each Debenture then  outstanding
and  affected  thereby.  The Indenture also  contains  provisions
permitting  the  Holders  of a majority in   aggregate  principal
amount  of  the Securities of any series at the time  outstanding
affected  thereby,  on  behalf of  all  of  the  Holders  of  the
Debentures of such series, to waive a Default or Event of Default
with  respect  to  such  series, and its consequences,  except  a
Default or Event of Default in the payment of the principal of or
premium,  if  any, or interest on any of the Securities  of  such
series.  Any such consent or waiver by the registered  Holder  of
this  Debenture  (unless revoked as provided  in  the  Indenture)
shall  be  conclusive and binding upon such Holder and  upon  all
future  Holders and owners of this Debenture and of any Debenture
issued   in   exchange  for  or  in  place  hereof  (whether   by
registration of transfer or otherwise), irrespective  of  whether
or  not any notation of such consent or waiver is made upon  this
Debenture.

 No  reference herein to the Indenture and no provision  of  this
Debenture  or  of  the  Indenture  shall  alter  or  impair   the
obligation  of  the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this
Debenture at the time and place and at the rate and in the  money
herein prescribed.

 So  long  as  the  Company is not in default in the  payment  of
interest  on the Debenture, the Company shall have the  right  at
any  time during the term of the Debentures from time to time  to
extend  the  interest  payment period of such  Debentures  for  a
period not extending, in the aggregate, beyond the Maturity  Date
of  the  Debentures (an "Extended Interest Payment Period").   At
the end of an Extended Interest Payment Period, the Company shall
pay  all  interest  then accrued and unpaid  (together  with  the
interest thereon at the rate of 6.22% until May 15, 2001  and  at
the  Reset  Rate  thereafter to the extent that payment  of  such
interest is enforceable under applicable law). In the event  that
the  Company exercises this right, then (a) the Company shall not
declare  or  pay dividends or make any distribution with  respect
to,  or  redeem, purchase, acquire or make a liquidation  payment
with  respect  to,  any  of its capital  stock  (other  than  (i)
purchases  or  acquisitions of capital stock of  the  Company  in
connection   with  the  satisfaction  by  the  Company   of   its
obligations  under any employee benefit plans or the satisfaction
by  the  Company of its obligations pursuant to any  contract  or
security  outstanding  on the date of such  event  requiring  the
Company  to  purchase capital stock of the  Company,  (ii)  as  a
result  of a reclassification of the Company's capital  stock  or
the  exchange  or  conversion  of one  class  or  series  of  the
Company's  capital  stock for another  class  or  series  of  the
Company's   capital  stock,  (iii)  the  purchase  of  fractional
interests  in shares of the Company's capital stock  pursuant  to
the  conversion or exchange provisions of such capital  stock  or
the  security  being converted or exchanged,  (iv)  dividends  or
distributions  in  capital stock of the  Company  (or  rights  to
acquire  capital stock) or repurchases or redemptions of  capital
stock  solely from the issuance or exchange of capital  stock  or
(v)  redemptions or purchases of any rights outstanding  under  a
shareholder  rights  plan  or  the declaration  thereunder  of  a
dividend of rights in the future), (b) the Company shall not make
any  payment of interest, principal or premium, if any, or repay,
repurchase  or redeem any debt securities issued by  the  Company
that rank junior to the Debentures, and (c) the Company shall not
make  any guarantee payments with respect to the foregoing (other
than   payments  pursuant  to  the  Guarantee).   Prior  to   the
termination  of  any such Extended Interest Payment  Period,  the
Company may further extend the interest payment period; provided,
that  such  Extended Interest Payment Period, together  with  all
such  previous  and further extensions thereof,  may  not  extend
beyond the Maturity Date of the Debenture. At the termination  of
any such Extended Interest Payment Period and upon the payment of
all  accrued  and unpaid interest and any additional amount  then
due,  the  Company  may commence a new Extended Interest  Payment
Period, subject to the above requirements.

 As    provided   in  the  Indenture  and  subject   to   certain
limitations therein set forth, this Debenture is transferable  by
the  registered  Holder hereof on the Security  Register  of  the
Company,  upon  surrender of this Debenture for  registration  of
transfer  at the office or agency of the Trustee in The  City  of
New  York  and  State  of  New  York  accompanied  by  a  written
instrument  or   instruments of transfer in form satisfactory  to
the Company or the Trustee duly executed by the registered Holder
hereof or his attorney duly authorized in  writing, and thereupon
one  or  more new Debentures of authorized denominations and  for
the same aggregate principal amount and series will be issued  to
the  designated transferee or transferees. No service charge will
be  made  for  any  such transfer, but the  Company  may  require
payment   of  a  sum  sufficient  to  cover  any  tax  or   other
governmental charge payable in relation thereto.
 
 Prior  to due presentment for registration of transfer  of  this
Debenture,  the Company, the Trustee, any Paying  Agent  and  the
Security  Registrar  may  deem and treat  the  registered  holder
hereof  as  the  absolute  owner  hereof  (whether  or  not  this
Debenture  shall  be overdue and notwithstanding  any  notice  of
ownership  or  writing  hereon made  by  anyone  other  than  the
Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and premium, if any, and interest
due  hereon  and for all other purposes, and neither the  Company
nor  the  Trustee nor any Paying Agent nor any Security Registrar
shall be affected by any notice to the contrary.

 No  recourse shall be had for the payment of the principal of or
the interest on this Debenture, or for any claim based hereon, or
otherwise  in  respect hereof, or based on or in respect  of  the
Indenture,  against  any  incorporator, shareholder,  officer  or
director, past, present or future, as such, of the Company or  of
any  predecessor or successor corporation, whether by  virtue  of
any  constitution, statute or rule of law, or by the  enforcement
of  any  assessment or penalty or otherwise, all  such  liability
being,  by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.

 The  Indenture imposes certain limitations on the ability of the
Company  to,  among other things, merge or consolidate  with  any
other   Person  or  sell,  assign,  transfer  or  lease  all   or
substantially all of its properties or assets. All such covenants
and   limitations   are   subject  to  a  number   of   important
qualifications   and   exceptions.  The   Company   must   report
periodically  to the Trustee on compliance with the covenants  in
the Indenture.

 The  Debentures of this series are issuable only  in  registered
form  without  coupons in denominations of $25 and  any  integral
multiple  thereof.   This Global Debenture  is  exchangeable  for
Debentures   in  definitive  form  only  under  certain   limited
circumstances  set forth in the Indenture.  As  provided  in  the
Indenture  and subject to certain limitations therein set  forth,
Debentures of this series so issued are exchangeable for  a  like
aggregate  principal amount of Debentures of  this  series  of  a
different  authorized denomination, as requested  by  the  Holder
surrendering the same.

     All  terms  used in this Debenture that are defined  in  the
Indenture  shall  have  the meanings  assigned  to  them  in  the
Indenture.
                   OPTION TO ELECT REPAYMENT

     The  undersigned hereby irrevocably requests  and  instructs
the  Company  to  repay  $_____ principal amount  of  the  within
Debenture,  pursuant  to its terms, on the "Put  Option  Exercise
Date," together with  any interest thereon accrued but unpaid  to
the date of repayment, to the undersigned at:

(Please print or type name and address of the undersigned)

and  to  issue to the undersigned, pursuant to the terms  of  the
Debenture,  a  new  Debenture  or  Debentures  representing   the
remaining aggregate principal amount of this Debenture.

For  this  Option  to  Elect  Repayment  to  be  effective,  this
Debenture with the Option to Elect Repayment duly completed  must
be  received  by  the  Company at Ingersoll-Rand  Company,  Attn:
Corporate Secretary, 200 Chestnut Ridge Road, Woodcliff Lake, New
Jersey 07679, no later than 5:00 p.m. on June 1, 2001.

Dated:                  Signature:_______________________________
              Signature Guarantee:_______________________________

Note:  The  signature  to  this Option to  Elect  Repayment  must
correspond  with the name as written upon the face of the  within
Debenture  without  alternation  or  enlargement  or  any  change
whatsoever.
   
                       SIGNATURE GUARANTEE
     Signatures  must  be  guaranteed by an  "eligible  guarantor
institution"  meeting  the requirements of the  Registrar,  which
requirements include membership or participation in the  Security
Transfer   Agent  Medallion  Program  ("STAMP")  or  such   other
"signature  guarantee  program"  as  may  be  determined  by  the
Registrar in addition to, or in substitution for, STAMP,  all  in
accordance with the Securities Exchange Act of 1934, as amended.
                        ----------------
                           ASSIGNMENT

FOR  VALUE  RECEIVED, the undersigned assigns and transfers  this
Debenture to:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
__________________________________________________________

(Insert assignee's social security or tax identification number)
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
__________________________________________________________

           (Insert address and zip code of assignee)
and irrevocably appoints
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
____________________________________________________________
agent  to transfer this Debenture on the books of the Trust.  The
agent may substitute another to act for him or her.

Date: ____________________________________

                          Signature: _____________________________

                          Signature Guarantee: ___________________

(Sign exactly as your name appears on the other side of this  Deb
enture)

                       SIGNATURE GUARANTEE
     Signatures  must  be  guaranteed by an  "eligible  guarantor
institution"  meeting  the requirements of the  Registrar,  which
requirements include membership or participation in the  Security
Transfer   Agent  Medallion  Program  ("STAMP")  or  such   other
"signature  guarantee  program"  as  may  be  determined  by  the
Registrar in addition to, or in substitution for, STAMP,  all  in
accordance with the Securities Exchange Act of 1934, as amended.

                          ARTICLE VIII
                  ORIGINAL ISSUE OF DEBENTURES

SECTION VIII.1.     Original Issue of Debentures.

     Debentures in the aggregate principal amount of $414,948,475
may,  upon  execution  of this First Supplemental  Indenture,  be
executed  by  the  Company  and  delivered  to  the  Trustee  for
authentication, and the Trustee shall thereupon authenticate  and
deliver  said  Debentures to or upon the  written  order  of  the
Company,   signed  by  its  Chairman,  its  Vice  Chairman,   its
President,  or  any  Vice  President  and  its  Treasurer  or  an
Assistant Treasurer, without any further action by the Company.

      The Company shall file with the Trustee promptly at the end
of  each calendar year (i) a written notice specifying the amount
of  original  issue discount (including daily rates  and  accrual
periods) accrued on Outstanding Securities as of the end  of  the
year  and (ii) such other specific information relating  to  such
original  issue  discount  as  may then  be  relevant  under  the
Internal Revenue Code of 1986, as amended from time to time.

                           ARTICLE IX
                          MISCELLANEOUS
                                
SECTION IX.1.  Ratification of Indenture.

     The  Indenture  as  supplemented by this First  Supplemental
Indenture,  is in all respects ratified and confirmed,  and  this
First  Supplemental  Indenture  shall  be  deemed  part  of   the
Indenture  in  the  manner and to the extent herein  and  therein
provided.

SECTION IX.2.  Trustee Not Responsible for Recitals.

     The  recitals herein contained are made by the  Company  and
not by the Trustee, and the Trustee assumes no responsibility for
the  correctness thereof. The Trustee makes no representation  as
to  the  validity  or  sufficiency of  this   First  Supplemental
Indenture.

SECTION IX.3.  Governing Law.

     This  First  Supplemental Indenture and each Debenture shall
be  deemed to be a contract made under the internal laws  of  the
State  of  New York, and for all  purposes shall be construed  in
accordance with the laws of said State.

SECTION IX.4.  Separability.

     In  case any one or more of the provisions contained in this
First  Supplemental Indenture or in the Debentures shall for  any
reason  be  held to be invalid, illegal or unenforceable  in  any
respect,  such invalidity, illegality  or unenforceability  shall
not  affect  any  other  provisions of  this  First  Supplemental
Indenture  or  of  the  Debentures, but this  First  Supplemental
Indenture  and  the  Debentures shall be  construed  as  if  such
invalid  or  illegal or unenforceable provision  had  never  been
contained herein or therein.

SECTION IX.5.  Counterparts.

     This  First  Supplemental Indenture may be executed  in  any
number  of  counterparts each of which shall be an original;  but
such  counterparts shall together constitute but one and the same
instrument.

SECTION IX.6.  Guarantee and Declaration

     The  Guarantee  and the Declaration shall be  deemed  to  be
specifically  described in this First Supplemental Indenture  for
purposes of clause (i) of the first proviso contained in  Section
310(b) of the Trust Indenture Act.

                           ARTICLE X
                          REMARKETING

SECTION X.1.  Effectiveness of this Article.
          This  Article  Ten shall only become effective  upon  a
Dissolution  Event which occurs prior to the Remarketing  of  the
Capital  Securities  pursuant  to  this  Agreement.   Until  such
Dissolution Event, this Article Ten shall have no effect.

SECTION X.2.  Remarketing Procedures.

          (a)   The Company shall request, not later than 15  nor
more than 30 calendar days prior to the Remarketing Date that the
Depositary  notify the Holders of the Debentures and the  holders
of  FELINE  PRIDES of the Remarketing and of the procedures  that
must  be  followed if a Holder of Debentures wishes  to  exercise
such Holder's rights with respect to the Put Option if there is a
Failed Remarketing.

          (b)   Not later than 5:00 P.M., New York City time,  on
the   fifth  Business  Day  immediately  preceding  the  Purchase
Contract Settlement Date, each Holder of the Debentures may elect
to have Debentures held by such Holder remarketed.  Under Section
5.4  of the Purchase Contract Agreement, Holders of Income PRIDES
that  do  not  give  notice of their intention  to  make  a  Cash
Settlement  of  their related Purchase Contracts  in  the  manner
specified  in  such Section shall be deemed to have consented  to
the  tender for purchase of the Debentures comprising a component
of  such  Income PRIDES.  Holders of Debentures that  are  not  a
component of Income PRIDES shall give notice of their election to
have  such Securities remarketed to the Custodial Agent  pursuant
to  the  Pledge Agreement.  Any such notice shall be  irrevocable
after  5:00  P.M., New York City time, on the fifth Business  Day
immediately preceding the Purchase Contract Settlement  Date  and
may not be conditioned upon the level at which the Reset Rate  is
established.   Promptly after 5:30 P.M., New York City  time,  on
such  fifth  Business  Day, the Trustee,  based  on  the  notices
received  by  it prior to such time (including notices  from  the
Purchase Contract Agent as to Purchase Contracts as to which Cash
Settlement has been elected), shall notify the Trust, the Company
and  the  Remarketing  Agent of the number of  Debentures  to  be
tendered for purchase.

          (c)   If  any Holder of Income PRIDES does not  give  a
notice  of intention to make a Cash Settlement or gives a  notice
of election to tender Debentures as described in Section 10.2(b),
the   Debentures  of  such  Holder  shall  be  deemed   tendered,
notwithstanding any failure by such Holder to deliver or properly
deliver such Debentures to the Remarketing Agent for purchase.

          (d)   The  right  of  each Holder  to  have  Debentures
tendered for purchase shall be limited to the extent that (i) the
Remarketing Agent conducts a remarketing pursuant to the terms of
the Remarketing Agreement, (ii) Debentures tendered have not been
called  for  redemption, (iii) the Remarketing Agent is  able  to
find  a purchaser or purchasers for tendered Debentures and  (iv)
such  purchaser or purchasers deliver the purchase price therefor
to the Remarketing Agent.

          (e)   On  the  Remarketing Date, the Remarketing  Agent
shall use commercially reasonable efforts to remarket, at a price
equal   to  100%  of  the  aggregate  principal  amount  thereof,
Debentures tendered or deemed tendered for purchase.

          (f)   If  none of the Holders elect to have  Debentures
held  by  them  remarketed, the Reset  Rate  shall  be  the  rate
determined  by the Remarketing Agent, in its sole discretion,  as
the  rate that would have been established had a remarketing been
held on the Remarketing Date.

          (g)   If  the Remarketing Agent has determined that  it
will  be  able  to  remarket all Debentures  tendered  or  deemed
tendered  for  purchase  at a price  of  at  least  100%  of  the
aggregate principal amount thereof prior to 4:00 P.M.,  New  York
City  time, on the Remarketing Date, the Remarketing Agent  shall
determine  the  Reset Rate, which shall be  the  rate  per  annum
(rounded to the nearest one-thousandth (0.001) of one percent per
annum)  which  the  Remarketing Agent  determines,  in  its  sole
judgment, to be the lowest rate per annum that will enable it  to
remarket   all   Debentures  tendered  or  deemed  tendered   for
remarketing.

          (h)   If,  by  4:00 P.M., New York City  time,  on  the
Remarketing Date, the Remarketing Agent is unable to remarket all
Debentures  tendered or deemed tendered for  purchase,  a  Failed
Remarketing  shall be deemed to have occurred and the Remarketing
Agent  shall  so  advise by telephone the  Clearing  Agency,  the
Trustee, the Company and the Collateral Agent.

          (i)  By approximately 4:30 P.M., New York City time, on
the  Remarketing Date, provided that there has not been a  Failed
Remarketing, the Remarketing Agent shall advise, by telephone (i)
the  Clearing Agency, the Trustee, the Company and the Collateral
Agent  of  the Reset Rate determined in the Remarketing  and  the
number  of  Debentures  sold  in  such  remarketing,  (ii)   each
purchaser  (or the Depositary Participant thereof) of  the  Reset
Rate  and  the number of Debentures such purchaser is to purchase
and  (iii)  each purchaser to give instructions to  its  Clearing
Agency  Participant  to pay the purchase price  on  the  Purchase
Contract  Settlement Date in same day funds against  delivery  of
the  Debentures purchased through the facilities of the  Clearing
Agency.

          (j)   In  accordance with the Clearing Agency's  normal
procedures,  on  the  Purchase  Contract  Settlement  Date,   the
transactions  described  above with  respect  to  each  Debenture
tendered  for  purchase  and sold in  the  remarketing  shall  be
executed  through the Clearing Agency, and the  accounts  of  the
respective  Clearing Agency, Participants shall  be  debited  and
credited and such Debentures delivered by book entry as necessary
to  effect purchases and sales of such Debentures.  The  Clearing
Agency   shall  make  payment  in  accordance  with  its   normal
procedures.

          (k)    If   any  holder  selling  Debentures   in   the
remarketing fails to deliver such Debentures, the Participant  of
such  selling  holder and of any other person that  was  to  have
purchased Debentures in the remarketing may deliver to  any  such
other  person a number of Debentures that is less than the number
of  Debentures that otherwise was to be purchased by such person.
In  such event, the number of Debentures to be so delivered shall
be  determined by such Clearing Agency Participant, and  delivery
of  such  lesser  number  of  Debentures  shall  constitute  good
delivery.

          (l)  The Remarketing Agent is not obligated to purchase
any   Debentures  that  would  otherwise  remain  unsold   in   a
remarketing.  Neither the Trust, any Trustee, the Company nor the
Remarketing Agent shall be obligated in any case to provide funds
to make payment upon tender of Debentures for remarketing.

          (m)   The tender and settlement procedures set in  this
Section 10.02, including provisions for payment by purchasers  of
Securities  in the Remarketing, shall be subject to modification,
notwithstanding any provision to the contrary set  forth  herein,
to  the  extent required by the Clearing Agency or if  the  book-
entry  system  is no longer available for the Debentures  at  the
time  of  the  remarketing,  to  facilitate  the  tendering   and
remarketing of Debentures in certificated form.  In addition, the
Remarketing  Agent  may, notwithstanding  any  provision  to  the
contrary  set forth herein, modify the settlement procedures  set
forth herein in order to facilitate the settlement process.

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
First  Supplemental  Indenture  to  be  duly  executed  by  their
respective  officers thereunto duly authorized, on  the  date  or
dates indicated in the acknowledgments and as of the day and year
first above written.


                                   INGERSOLL-RAND COMPANY,
                                   as Issuer


                                   By:________________________
                                   Name:
                                   Title:



                                   By: _______________________
                                   Name:
                                   Title:


                                   THE BANK OF NEW YORK

                                   ___________________________
                                   ____________________
                                   as Trustee


                                   By: _______________________
                                   Name:
                                   Title: